Bhanderi Infracon Ltd. (BHANDERIINFRA) - Director Report

Company director report

Your Directors are pleased to present Annual Report and the Companys AuditedAccounts for the financial year ended March 31 2016.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars

2015 - 2016

2014 - 15

Sales & other Income

253.71

55.11

Expenditure

246.92

48.17

Profit/(Loss) before tax

6.79

6.95

Tax

(1.78)

(1.50)

Profit/(Loss) after tax

5.01

5.44

2. OPERATIONS:

The total income for the year under review was Rs. 25371351/- as compared to Rs.5511169/- in the previous year. The Company has earned a profit of Rs. 501055 /- ascompared to Rs. 544309/- in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2015-16.

4. DEPOSITS:

Details relating to Deposits:

a. Accepted during the year: NIL

b. Remained unpaid or unclaimed as at the end of the year - NIL

c. Default in repayment of deposits or payment of interest thereon during the year -Not Applicable

d. Deposits not in compliance with the provisions of the Companies Act 2013 - NIL

Five Meetings of the Board were held during the financial year. The Board Meeting datesand details of Directors attendance thereat are as given below:

Sr. No.

Date of Board Meeting

Total No. of Directors as on the date of the Board Meeting

No. of Directors present at the Meeting

1

30.05.2015

7

7

2

28.08.2015

7

7

3

09.11.2015

7

7

4

07.12.2015

7

7

5

31.03.2016

7

7

Separate Meeting of the Independent Directors of the Company was held on 31.03.2016.All the Independent Directors of the Company were present at the said Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD AS ON 31st MARCH 2016:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1) Audit Committee:

Audit Committee has been constituted to evaluate and oversee financial reportingprocesses review the financial statements quarterly half yearly/annual financialresults adequacy of internal control systems discussions with the Auditors on anysignificant findings etc.

Composition of the Audit Committee:

Name of Member

Designation

Executive Non - Executive / Independent

Mr. Kanubhai Bhanderi

Chairman

Non - Executive/ Independent

Mr. Sunil Patel

Member

Managing Director/ Promoter/CFO

Mr. Mahesh Jayantilal Savaliya

Member

Non - Executive/Independent

Mr. Dhirubhai Patel (w.e.f. 28th August 2015)

Member

Whole Time Director/Promoter

Mrs. Bhumikaben Patel (w.e.f. 28th August 2015)

Member

Non - Executive/Promoter

Meetings of the Audit Committee:

Two Meetings of the Audit Committee were held during the financial year. The AuditCommittee Meeting dates and details of Members attendance thereat are as given below:

Sr. No.

Date of Audit Committee Meeting

Total No. of Members as on the date of the Audit Committee Meeting

No. of Members present at the Meeting

1

30.05.2015

3

3

2

09.11.2015

5

5

2) Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Composition of the Nomination & Remuneration Committee

Name of Member

Designation

Executive Non - Executive / Independent

Mr. Kanubhai Bhanderi

Chairman

Non - Executive/ Independent

Mrs. Bhumikaben Patel

Member

Non - Executive/ Promoter

Mr. Mahesh Jayantilal Savaliya

Member

Non - Executive/Independent

One Meeting of the Committee was held during the year on 24th August 2015.All the Members of the Committee were present at the Meeting.

The Stakeholders Relationship Committee has been constituted specifically to look intothe redressal of the grievances of the security holders of the Company.

Constitution and terms of reference of the Committee:

Name of Member

Designation

Non-Executive/Independent

Mr. Mahesh Savaliya

Chairman

Non - Executive/Independent

Mr. Dhirubhai Patel

Member

Chairman cum Whole Time Director/ Promoter

Mr. Kanubhai Bhanderi

Member

Non - Executive/ Independent

Meetings of the Stakeholders Relationship Committee:

Two Meetings of the Stakeholders Relationship Committee were held during the financialyear. The Stakeholders Relationship_Meeting dates and details of Members attendancethereat are as given below:

Sr.No.

Date of Stakeholders Relationship Committee Meeting

Total No. of Members as on the date of the Stakeholders Relationship Committee Meeting

No. of Members present at the Meeting

1

30.05.2015

3

3

2

09.11.2015

3

3

VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees toreport genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards againstvictimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The Audit Committee of the Board has been entrusted with theresponsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

6. STATUTORY AUDITORS:

Board proposes ratification of appointment of the Statutory Auditors of the CompanyM/s. S A R A & Associates Chartered Accountants to hold office till the conclusion ofthe Fourth Annual General Meeting to be held in the year 2019 subject to ratification oftheir appointment by Members at every Annual General Meeting. The Notes on financialstatement referred to in the Auditors Report are self- explanatory and do not callfor any further comments. The Auditors Report does not contain any qualificationreservation or adverse remark.

7. SECRETARIAL AUDITORS:

Ms. Avani S. Popat Practicing Company Secretary has been appointed as the SecretarialAuditor of the Company for Financial Year 2015-16. The Secretarial Audit Report issued byher has been attached herewith as Annexure A.

Qualification made by the Secretarial Auditor in her report and Management reply to thesame are as follows:

Qualification by the Secretarial Auditor

Management reply to the same

Company has not appointed Company Secretary

Company is in process of appointing

Company has not appointed Internal Auditors

Company is in process of appointing

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions ofSection 134 (3) (a) of the Companies Act 2013 is attached herewith as Annexure B.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans guarantees given and investments made during the year areprovided in the financial statements forming part of this Annual Report.

10. PARTICULARS OF EMPLOYEES

Disclosure in terms of the provisions of Section 197(12) of the Companies Act 2013read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is attached herewith as Annexure C.

11. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act 2013 in respect of Corporate SocialResponsibility are not applicable to the Company.

12. RELATED PARTY TRANSACTION:

Details of related party transaction in Form AOC - 2 as per the provisions of Section134 (3) (h) of the Companies Act 2013 are attached herewith as Annexure D.

13. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The information required under section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 Companies (Accounts) Rules 2014 is not applicable in case of the Company.There are no foreign exchange earnings and outgoes in the Company.

15. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and takes all measures necessary toeffectively deal with incidences of risk.

16. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act 2013your Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation ofthe Annual Accounts and there has been no material departure.

b. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.

c. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors had prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial control which are adequate andwere operating effectively;

f. That the Directors had devised proper systems to ensure compliance with provisionsof all applicable laws and that such systems were adequate and operating effectively.

17. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary Joint Venture or Associate Company.

18. ACKNOWLEDGEM ENTS:

The Board of Directors expresses their deep gratitude for the co - operation andsupport extended to your Company by its customers suppliers bankers and variousgovernment agencies. Your Directors also place on record the commitment and involvement ofthe employees at all levels and looks forward to their continued co - operation.